Exhibit 10(o)  February 13, 2008  NameAddressDear
  
  :  The Empire District Electric Company 2006 Stock Incentive Plan (the Plan)  Notice of Performance-Based Restricted Stock Award  This is to advise you that
effective as of January 30, 2008 (the Grant Date), The Empire District
Electric Company (the Company) has granted to you a performance-based
Restricted Stock Award (the Award) under the Plan consisting of the right to
receive the number of shares of Common Stock of the Company (Stock) as set
forth in Exhibit 1 attached hereto, subject to the performance measures,
forfeiture and other conditions and terms herein stated and the applicable
terms and conditions of the Plan (copy attached).  This Award shall relate to the Performance
Period beginning on January 1, 2008 and ending on December 31, 2010
(the Performance Period).  1.             Settlement of Awards.  The Company shall deliver to you one share of
Stock for each Performance Share earned by you, as determined in accordance
with the provisions of Exhibit 1, which is attached to and forms a part of
this Award.  The earned Performance
Shares payable to you in accordance with the provisions of this Section 1
shall be paid solely in shares of Stock.  2.             Time of Payment.  Except as otherwise provided in this Award,
payment of Performance Shares earned in accordance with the provisions of Section 1
above will be delivered as soon as practicable after the end of the Performance
Period.  3.             Retirement, Disability, or Death During Performance
Period.  If your employment
with the Company and its Subsidiaries terminates during the Performance Period
because of your Retirement, Disability, or death, you shall be entitled to a
prorated number of the Performance Shares earned in accordance with Exhibit 1,
determined at the end of the Performance Period, and based on the ratio of the
number of months you were employed during the Performance Period (rounding a
fraction of a month to the next higher number of whole months) to the total
number of months in the Performance Period. 
Fractional shares shall be disregarded.  4.             Termination of Employment During Performance Period.  If your employment with the Company and its
Subsidiaries terminates during the Performance Period for any reason other than
your Retirement, Disability, or death, the Performance Shares granted under
this Award will be forfeited on the date of such termination of employment; provided,
however, that in such circumstances, the Committee, in its sole
discretion, may determine that you will be entitled to receive a pro rata or
other portion of the Performance Shares.


5.             Change in Control.  If a Change in Control of the Company occurs
during the Performance Period, and the date of termination of your employment
does not fall before the Change in Control date, you shall earn the Performance
Shares that would have been earned by you in accordance with Exhibit 1 as
if performance at the Target for the Performance Period had been achieved, but
prorated based on the ratio of the number of months you were employed during
the Performance Period through the date of the Change in Control (rounding a
fraction of a month to the next higher number of whole months), to the total
number of months in the Performance Period. 
As soon as practicable after the Change in Control, there shall be
delivered to you one share of Stock for each Performance Share so earned.  Fractional shares shall be disregarded.  As of the end of the Performance Period, the
Committee shall determine the number of Performance Shares, if any, that you
earned pursuant to this Award determined without regard to this Section 5,
and there shall be delivered to you one share of Stock for each Performance
Share earned by you, but reduced by the number of Performance Shares with respect
to which payment was previously made to you under this Section 5.  If the number of Performance Shares earned by
you as of the end of the Performance Period is less than the number of
Performance Shares with respect to which payment was previously made to you
under this Section 5, you shall not be required to repay any amounts to
the Company on account of such payment under this Section 5 for any
reason, including failure to achieve the Performance Measures.  6.             Heirs and Successors.  This Award shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Companys assets and business.  If any of the benefits distributable to you
under this Award have not been distributed at the time of your death, such
benefits shall be distributed to your Designated Beneficiary, in accordance
with the provisions of this Award and the Plan. 
The Designated Beneficiary shall be the beneficiary or beneficiaries
designated by you in a writing filed with the Committee in such form and at
such time as the Committee shall require. 
If you are deceased and failed to designate a beneficiary, or if the
Designated Beneficiary does not survive you, any benefits distributable to you
shall be distributed to the legal representative of your estate.  If you are deceased and have designated a
beneficiary and the Designated Beneficiary survives you but dies before the
complete distribution of benefits to the Designated Beneficiary under this
Award, then any benefits distributable to the Designated Beneficiary shall be
distributed to the legal representative of the estate of the Designated
Beneficiary.  7.             Administration.  The authority to manage and control the
operation and administration of this Award shall be vested in the Committee
identified in the Plan, and the Committee shall have all of the powers with
respect to this Award that it has with respect to the Plan.  Any interpretation of the Award by the
Committee and any decision made by it with respect to the Award are final and
binding on all persons.  8.             Amendment. 
This Award may be amended by written agreement between you and the
Company, without the consent of any other person.  9.             Nontransferability.  This Award shall not be transferable except
by will or the laws of descent and distribution or by beneficiary designation
in accordance with Section 6 above.


10.           Taxes. 
The Company shall be entitled to withhold the amount of any withholding
tax payable with respect to the Award and to sell such number of shares of
Stock as may be necessary to produce the amount so required to be withheld,
unless the recipient supplies to the Company cash in the amount requested by the
Company for the purpose.  11.           Employee and Shareholder Status.  This Award does not constitute a contract of
continued service and does not give you the right to be retained as an employee
of the Company or any of its Subsidiaries. 
This Award does not confer upon you or any other holder thereof any
right as a shareholder of the Company prior to the issuance of shares of Stock
pursuant to this Award.  12.           Plan Governs.  Notwithstanding anything in this Award to the
contrary, the terms of this Award shall be subject to the terms of the Plan.  13.           Unsecured Creditor.  Your rights with respect to the Award and the
shares of Stock subject thereto during the Performance Period are those of an
unsecured general creditor of the Company. 
No shares of Stock or other specific property is or will be set apart in
trust or otherwise with respect to the Award but all of your rights in the
Award will be evidenced only by entries on the books of the Company unless and
until shares of Stock are actually issued to you, your beneficiary or your
estate pursuant to the Award.  14.           Rules Relating to Termination of Employment.  For purposes of this Award, the date of
termination of your employment shall be the first day occurring on or after the
Grant Date on which you are not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided that a
termination of employment shall not be deemed to occur by reason of a transfer
of you between the Company and a Subsidiary or between two Subsidiaries; and
further provided that your employment shall not be considered terminated while
you are on a leave of absence from the Company or a Subsidiary approved by your
employer.  If, as a result of a sale or other
transaction, your employer ceases to be a Subsidiary (and your employer is or
becomes an entity that is separate from the Company), and you are not, at the
end of the 30-day period following the transaction, employed by the Company or
an entity that is then a Subsidiary, then, the occurrence of such transaction
shall be treated as the date of termination of your employment caused by you
being discharged by the employer.  15.           Definitions.  For purposes of this Award, the terms used in
this Award shall have the following meanings:  (i)Change in Control.A Change in Control of the Company shall
mean a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the assets of the Company, within
the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended, and Treasury regulations and Internal Revenue Service guidance
thereunder.  (ii)Disability.Except as otherwise provided by the Committee, Disability means the
determination by the Committee, in its sole discretion, that a permanent and
total disability exists in accordance with uniform and non-discriminatory
standards adopted by the Committee from time to time.


(iii)Retirement.Retirement means your retirement on an Early Retirement Date or on
or after your Normal Retirement Date, as those terms are defined in The
Empire District Electric Company Employees Retirement Plan.  (iv)Voting Securities.Voting Securities means any securities
which carry the right to vote generally in the election of directors.  (v)Plan Definitions.Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Award.  Please acknowledge receipt of
this Notice of Award by signing and returning to the Secretary of the Company
the enclosed copy thereof, together with a completed and signed beneficiary
designation form.  Very truly yours,Chairman of the Plan
  CommitteeReceipt of the foregoing
  Notice ofPerformance-Based
  Restricted Stock Award ishereby acknowledged. My
  signed beneficiarydesignation form is
  attached.NameDate


EXHIBIT
1  PERFORMANCE
MEASURES  1.             Measures
that will be applied to determine the amount of the award to be made under the
terms of the attached performance-based Restricted Stock Award (the Award).  This Exhibit 1 is incorporated into and
forms a part of the Award.  2.Revision of Performance Measures.The Performance Measures set forth in this Exhibit 1
may be modified by the Committee during, or after the end of, the Performance
Period to reflect significant events that occur during the Performance Period
that may have a substantial effect on the application of the Performance
Measure.  No modification shall be
permitted pursuant to this Section 2 that would cause the award to be
deferred compensation subject to inclusion in income and penalties under Section 409A(a)(1) of
the Internal Revenue Code of 1986, as amended.  3.Performance Goals.The Performance Measure for the Award is the
percentile ranking of the Companys Total Shareholder Return for the
Performance Period (share price appreciation plus dividends over beginning
share price) as measured against the Total Shareholder Return for the
attached peer group of companies for the same period, and specified below:  (i)Threshold  equal to the 20th
percentile level of the peer group of companies;  (ii)Target  equal to the
50th percentile level of the peer group of companies; and  (iii)Maximum  equal to the 80th
percentile level of the peer group of companies.  4.Amount of Award.The number of shares of Stock distributable
to you under the Agreement shall be determined in accordance with the following
schedule:  5.Number of Performance Shares.For Company performance against plan metrics,
the number of Performance Shares of Stock granted shall be as follows:  (i)For performance at Threshold,
_________ shares;  (ii)For performance at Target,
_________ shares;  (iii)For performance at Maximum,
_________ shares; and  (iv)The Number of Performance Shares
shall be interpolated to account for performance that falls between Threshold,
Target and Maximum.  Fractional shares shall be disregarded.